via NewMediaWire - PodcastOne (Nasdaq: PODC), a leading
podcast platform and a subsidiary of LiveOne (Nasdaq:
LVO), announced today certain of its preliminary and unaudited
results for the second quarter and first six months ended September
30, 2023 (“Q2 Fiscal 2024”).
The select anticipated financial results discussed in this press
release are based on management's preliminary unaudited analysis of
financial results Q2 Fiscal 2024. As of the date of this press
release, PodcastOne has not completed its financial statement
reporting process for Q2 Fiscal 2024, and PodcastOne's independent
registered accounting firm has not audited the preliminary
financial results discussed in this press release. During the
course of PodcastOne's quarter-end closing procedures and review
process, PodcastOne may identify items that would require it to
make adjustments, which may be material, to the information
presented above. The estimated preliminary unaudited financial
results contained in this press release are based only on currently
available information as of the date hereof. As a result, the
estimates above constitute forward-looking information and are
subject to risks and uncertainties, including possible adjustments
to preliminary financial results, and are not guarantees of future
performance and may differ from actual results.
About PodcastOne PodcastOne (Nasdaq: PODC) is a Los
Angeles based podcast network founded in 2012 by Kit Gray and Norm
Pattiz providing creators and advertisers with a full 360-degree
solution in sales, marketing, public relations, production, and
distribution delivering over 2.1 billion downloads per year with a
community of 250 of the top podcasters, including Adam Carolla,
Kaitlyn Bristowe, Jordan Harbinger, LadyGang, I’ve Had It, and
A&E's Cold Case Files. PodcastOne has built a distribution
network reaching over 1 billion listeners a month across all of its
own properties, LiveOne (Nasdaq: LVO), Spotify, Apple
Podcasts, iHeartRadio, Samsung and over 150 shows exclusively
available in Tesla vehicles. PodcastOne is also the parent company
of LaunchpadOne, an innovative self-serve platform developed
to launch, host, distribute and monetize independent user-generated
podcasts. For more information, visit podcastone.com and follow us
on Facebook, Instagram, YouTube and Twitter
at @podcastone.
About LiveOne, Inc. Headquartered in Los Angeles,
California, LiveOne, Inc. (Nasdaq: LVO) is an award-winning,
creator-first, music, entertainment, and technology platform
focused on delivering premium experiences and content worldwide
through memberships and live and virtual events. The Company's
wholly-owned subsidiaries include Slacker Radio, PodcastOne
(Nasdaq: PODC), PPVOne, Gramophone Media, Palm Beach Records,
CPS, LiveXLive, Drumify and Splitmind. LiveOne is available on iOS,
Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android TV,
and through STIRR’s OTT applications. For more information,
visit liveone.com and follow us
on Facebook, Instagram, TikTok, YouTube and
Twitter at @liveone.
Forward-Looking Statements All statements other than
statements of historical facts contained in this press release are
“forward-looking statements,” which may often, but not always, be
identified by the use of such words as “may,” “might,” “will,”
“will likely result,” “would,” “should,” “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “continue,” “target” or the negative of such terms or other
similar expressions. These statements involve known and unknown
risks, uncertainties and other factors, which may cause actual
results, performance or achievements to differ materially from
those expressed or implied by such statements, including: LiveOne’s
reliance on one key customer for a substantial percentage of its
revenue; LiveOne’s and PodcastOne’s ability to consummate any
proposed financing, acquisition, spin-out, special dividend,
merger, distribution or transaction, including LiveOne’s
pay-per-view business and the proposed merger of Slacker with Roth
CH Acquisition V Co. (the “Proposed Business Combination”), the
timing of the consummation of any such proposed event, including
the risks that a condition to the consummation of any such event
would not be satisfied within the expected timeframe or at all, or
that the consummation of any proposed financing, acquisition,
spin-out, merger, special dividend, distribution or transaction
will not occur or whether any such event will enhance shareholder
value; Slacker’s ability to list on a national exchange;
PodcastOne’s ability to continue as a going concern; PodcastOne’s
ability to attract, maintain and increase the number of its users
and paid members; PodcastOne identifying, acquiring, securing and
developing content; LiveOne’s intent to repurchase shares of its
and PodcastOne’s common stock from time to time under LiveOne’s
announced stock repurchase program and the timing, price, and
quantity of repurchases, if any, under the program; PodcastOne’s
ability to maintain compliance with certain financial and other
covenants; PodcastOne successfully implementing its growth
strategy, including relating to its technology platforms and
applications; management’s relationships with industry
stakeholders; the effects of the global Covid-19 pandemic;
uncertain and unfavorable outcomes in legal proceedings; changes in
economic conditions; competition; risks and uncertainties
applicable to the businesses of PodcastOne’s subsidiaries; and
other risks, uncertainties and factors including, but not limited
to, those described in PodcastOne’s Annual Report on Form 10-K for
the fiscal year ended March 31, 2023, filed with the U.S.
Securities and Exchange Commission (the “SEC”) on June 29, 2023,
Quarterly Report on Form 10-Q for the quarter year ended June 30,
2023, filed with the SEC on August 15, 2023, and in PodcastOne’s
other filings and submissions with the SEC. These forward-looking
statements speak only as of the date hereof, and PodcastOne
disclaims any obligation to update these statements, except as may
be required by law. PodcastOne intends that all forward-looking
statements be subject to the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995.
* About Non-GAAP Financial Measures To
supplement our consolidated financial statements, which are
prepared and presented in accordance with the accounting principles
generally accepted in the United States of America ("GAAP"), we
present Contribution Margin (Loss) and Adjusted Earnings Before
Interest Tax Depreciation and Amortization ("Adjusted EBITDA"),
which are non-GAAP financial measures, as measures of our
performance. The presentation of these non-GAAP financial measures
is not intended to be considered in isolation from, or as a
substitute for, or superior to, operating loss and or net income
(loss) or any other performance measures derived in accordance with
GAAP or as an alternative to net cash provided by operating
activities or any other measures of our cash flows or
liquidity.
We use Contribution Margin (Loss) and Adjusted EBITDA to
evaluate the performance of our operating segment. We believe that
information about these non-GAAP financial measures assists
investors by allowing them to evaluate changes in the operating
results of our business separate from non-operational factors that
affect operating income (loss) and net income (loss), thus
providing insights into both operations and the other factors that
affect reported results. Adjusted EBITDA is not calculated or
presented in accordance with GAAP. A limitation of the use of
Adjusted EBITDA as a performance measure is that it does not
reflect the periodic costs of certain amortizing assets used in
generating revenue in our business. Accordingly, Adjusted EBITDA
should be considered in addition to, and not as a substitute for
operating income (loss), net income (loss), and other measures of
financial performance reported in accordance with GAAP.
Furthermore, this measure may vary among other companies; thus,
Adjusted EBITDA as presented herein may not be comparable to
similarly titled measures of other companies.
Contribution Margin (Loss) is defined as Revenue less Cost of
Sales. Adjusted EBITDA is defined as earnings before interest,
other (income) expense, income tax expense, depreciation and
amortization and before (a) non-cash GAAP purchase accounting
adjustments for certain deferred revenue and costs, (b) legal,
accounting and other professional fees directly attributable to
acquisition activity, (c) employee severance payments and third
party professional fees directly attributable to acquisition or
corporate realignment activities, (d) certain non-recurring
expenses associated with legal settlements or reserves for legal
settlements in the period that pertain to historical matters that
existed at acquired companies prior to their purchase date and a
one-time minimum guarantee to effectively terminate a live events
distribution agreement post COVID-19, (e) depreciation and
amortization (including goodwill impairment, if any), and (f)
certain stock-based compensation expense. Management does not
consider these costs to be indicative of our core operating
results.
With respect to projected full year 2024 Adjusted EBITDA, a
quantitative reconciliation is not available without unreasonable
efforts due to the high variability, complexity and low visibility
with respect to purchase accounting adjustments,
acquisition-related charges and legal settlement reserves excluded
from Adjusted EBITDA. We expect that the variability of these items
to have a potentially unpredictable, and potentially significant,
impact on our future GAAP financial results.
No Offer or Solicitation This communication does not
constitute a proxy statement or solicitation of a proxy, consent,
vote or authorization with respect to any securities or in respect
of the Proposed Business Combination and shall not constitute an
offer to sell or exchange, or a solicitation of an offer to buy or
exchange any securities, nor shall there be any sale, issuance or
transfer of any such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or an exemption
therefrom.
PodcastOne IR Contact: Kirin Smith PCG Advisory (646)
823-8656 ksmith@pcgadvisory.com
PodcastOne Press Contact: 310.246.4600
Susan@Guttmanpr.com
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